STOCK TITAN

Healthcare leader Tomislav Mihaljevic joins Oracle (ORCL) board of directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oracle Corporation has elected Dr. Tomislav Mihaljevic to its Board of Directors, effective May 6, 2026, and increased the Board size to 13 members. He is Chief Executive Officer and President of Cleveland Clinic and has led the organization since January 2018.

Dr. Mihaljevic will receive restricted stock units in Oracle common stock on May 31, 2026 under the company’s directors’ stock plan, with full vesting on the first anniversary of the grant if he continues serving as a director. He will also receive standard cash compensation for non-employee directors and has entered into Oracle’s standard indemnification agreement. Board members serve one-year terms and will next stand for election at the annual meeting in November 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size 13 directors Size of Oracle’s Board after Dr. Mihaljevic’s election effective May 6, 2026
RSU vesting period 1 year Restricted stock units granted May 31, 2026 fully vest on first anniversary
Director term length 1 year Oracle Board members serve one-year terms, next election November 2026
Effective election date May 6, 2026 Date Dr. Tomislav Mihaljevic’s appointment to Oracle’s Board became effective
restricted stock units financial
"will be granted restricted stock units for shares of Oracle common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
indemnification agreement regulatory
"entered into Oracle’s standard form of indemnification agreement pursuant to which Oracle will indemnify him"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
forward-looking statements regulatory
"are “forward-looking statements” and are subject to material risks and uncertainties"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
ORACLE CORP Depositary Shares, each representing a 1/2,000th interest in a share of 6.50% Series D Mandatory Convertible Preferred Stock, par value $0.01 per false 0001341439 0001341439 2026-05-06 2026-05-06 0001341439 us-gaap:CommonStockMember 2026-05-06 2026-05-06 0001341439 us-gaap:SeriesDPreferredStockMember 2026-05-06 2026-05-06
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

 

 

Oracle Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35992   54-2185193

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   ORCL   New York Stock Exchange
Depositary Shares, each representing a 1/2,000th interest in a share of 6.50% Series D Mandatory Convertible Preferred Stock, par value $0.01 per share   ORCL-PRD   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Section 5—Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 6, 2026, the Board of Directors (the “Board”) of Oracle Corporation (“Oracle”) unanimously elected Tomislav Mihaljevic to serve as a director, effective immediately. Dr. Mihaljevic has not been named and is not currently expected to be named, to any committee of the Board at this time.

Dr. Mihaljevic will be granted restricted stock units for shares of Oracle common stock (the “RSUs”) on May 31, 2026 in accordance with Oracle’s Amended and Restated 1993 Directors’ Stock Plan and in a manner consistent with Oracle’s annual award for non-employee directors generally. The RSUs will fully vest on the first anniversary of the date of grant provided Dr. Mihaljevic continues to serve as a director on the vest date. Dr. Mihaljevic will also receive the standard cash compensation for Oracle’s non-employee directors. There are no arrangements or understandings between Dr. Mihaljevic and any other persons pursuant to which he was elected to the Board. Dr. Mihaljevic has no related party transactions with Oracle that are reportable under Item 404(a) of Regulation S-K and has no family relationships with any director, executive officer or nominee for director or executive officer of Oracle.

Dr. Mihaljevic entered into Oracle’s standard form of indemnification agreement pursuant to which Oracle will indemnify him for certain actions taken in his capacity as a director.

Section 7—Regulation FD

Item 7.01 Regulation FD Disclosure

On May 12, 2026, Oracle issued a press release announcing the appointment of Dr. Mihaljevic to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.
   Description
99.1    Press Release – Oracle Names Tomislav Mihaljevic, M.D., to the Board of Directors, dated May 12, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ORACLE CORPORATION
Dated: May 12, 2026     By:  

/s/ Kimberly Woolley

    Name:   Kimberly Woolley
    Title:   Vice President, Assistant General Counsel and Assistant Secretary

Exhibit 99.1

 

      LOGO
Contact:    Ken Bond    Deborah Hellinger
   Oracle Investor Relations    Oracle Corporate Communications
   1.650.607.0349    1.212.508.7935
   ken.bond@oracle.com    deborah.hellinger@oracle.com

Oracle Names Tomislav Mihaljevic, M.D., to the Board of Directors

AUSTIN, Texas, May 12, 2026 — Oracle Corporation (NYSE: ORCL) today announced that it unanimously elected Dr. Tomislav Mihaljevic to Oracle’s Board of Directors and increased the size of the Board to 13. The election is effective as of May 6, 2026.

Dr. Mihaljevic is the Chief Executive Officer and President, Morton L. Mandel CEO Chair, of Cleveland Clinic, a nonprofit multispecialty academic medical center and global integrated healthcare system, a position he has held since January 2018. From 2015 to 2017, Dr. Mihaljevic served as Chief Executive Officer of Cleveland Clinic Abu Dhabi (CCAD). Prior to that, he was Chief of Staff and Chairman of the Heart & Vascular Institute at CCAD. Dr. Mihaljevic joined Cleveland Clinic in 2004 as a surgeon in the Department of Thoracic and Cardiovascular Surgery. He previously served as a director of GE HealthCare.

“Tom is one of the world’s leading healthcare executives, with deep experience managing complex clinical organizations, advancing patient care, and expanding access to high-quality healthcare around the world,” said Mike Sicilia, Oracle Chief Executive Officer.

Clay Magouyrk, Oracle’s Chief Executive Officer, added “Tom’s perspective will be invaluable as Oracle continues to help healthcare organizations use technology to improve outcomes for patients and providers.”

“Tom’s leadership at Cleveland Clinic gives him a unique understanding of the challenges facing healthcare systems globally. Oracle, along with its customers and shareholders, will benefit from Tom’s experience at the intersection of healthcare, technology and risk management.” said Bruce Chizen, Chair of Oracle’s Nomination and Governance Committee.

Members of Oracle’s Board of Directors serve one-year terms and will next stand for election at the company’s annual meeting of stockholders in November 2026.

About Oracle

Oracle offers integrated suites of applications plus secure, autonomous infrastructure in the Oracle Cloud. For more information about Oracle (NYSE: ORCL), please visit us at www.oracle.com.


Trademarks

Oracle, Java, MySQL and NetSuite are registered trademarks of Oracle Corporation. NetSuite was the first cloud company—ushering in the new era of cloud computing.

“Safe Harbor” Statement: Statements in this press release relating to Oracle’s future plans, expectations, beliefs, intentions, and prospects are “forward-looking statements” and are subject to material risks and uncertainties. A detailed discussion of these factors and other risks that affect our business is contained in Oracle’s Securities and Exchange Commission (SEC) filings, including our most recent reports on Form 10-K and Form 10-Q under the heading “Risk Factors.” These filings are available on the SEC’s website or on Oracle’s website at http://www.oracle.com/investor. All information in this press release is current as of May 12, 2026, and Oracle undertakes no duty to update any statement in light of new information or future events.

FAQ

Who did Oracle (ORCL) add to its Board of Directors?

Oracle added Dr. Tomislav Mihaljevic to its Board of Directors. He is the Chief Executive Officer and President of Cleveland Clinic and has held senior leadership roles there since 2015, bringing extensive global healthcare management experience.

When did Tomislav Mihaljevic’s appointment to Oracle’s board become effective?

His appointment became effective on May 6, 2026. Oracle’s press release dated May 12, 2026 confirms the Board unanimously elected him effective that date and simultaneously increased the Board size to 13 members to accommodate his addition.

What equity compensation will Tomislav Mihaljevic receive as an Oracle director?

He will receive restricted stock units in Oracle common stock on May 31, 2026. These RSUs are granted under Oracle’s Amended and Restated 1993 Directors’ Stock Plan and will fully vest on the first anniversary of the grant if he continues serving as a director.

How long is the term for Oracle’s Board members including Tomislav Mihaljevic?

Oracle’s Board members serve one-year terms. They will next stand for election at the company’s annual meeting of stockholders in November 2026, which will include Dr. Mihaljevic alongside other directors, subject to stockholder voting.

What protections does Oracle provide Tomislav Mihaljevic as a director?

He entered into Oracle’s standard form of indemnification agreement. Under this agreement, Oracle will indemnify him for certain actions taken in his capacity as a director, offering legal protection consistent with how it treats other board members.

Filing Exhibits & Attachments

5 documents